MOSELLE - TERMS OF SERVICE
Last Updated: June 2, 2025.
We, Moselle Inc. (“Moselle”, “our”, “we” or “us”), own and operate a cloud-based inventory forecasting, purchasing, and planning platform (“Solution”), as described on our website, moselle.io and its subdomains (“Website”). These Terms of Service (“Terms”) are between Moselle and the individual or entity using the Solution (“User”, “you”, “your”). The Solution is available to users who purchase a subscription to the Solution (“Customer”), authorized users from Customer’s enterprise (“Authorized Users”), and users of a Trial Service. The terms “User”, “you” and “your” apply collectively to Customers and Authorized Users.
Please note that certain features of the Solution or our other products or solutions may be subject to additional terms, which will be made available at the time of access, subscription, or purchase (“Additional Terms”).
By taking action to indicate acceptance (such as clicking a checkbox) or by paying for or using the Solution, you acknowledge having read, understood, and accepted these Terms, which constitute a binding legal agreement between you and Moselle. These Terms shall be effective as of the date of your acceptance of these Terms. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity and that such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
We reserve the right, at our sole discretion, to modify, amend, or update these Terms at any time. Such changes will be effective immediately upon posting within the Solution or Website, and continued use of the Solution following any changes constitutes acceptance of those changes.
1. General.
1.1 Access. Subject to compliance with these Terms, Users shall be permitted to access and use the Solution for internal business purposes and for the following duration: (i) in the case Customer, the term of Customer’s subscription to the Solution (“Subscription”), (ii) in the case of Authorized Users, solely during the Customer’s active Subscription and as authorized by the Customer, or (iii) in the case of users accessing a Trial Service, the applicable Trial period. Access to and use of the Solution is subject to the tier selected at the time of registration.
1.2 Modification. Moselle may, at its sole discretion, update the Solution with new capabilities or offerings or replace and/or discontinue any Solution functionality, provided that Moselle will not materially decrease the overall security or functionality of the Solution. Moselle will inform you of any material changes or upgrades to the Solution by sending an email notification or posting on the Solution or Website.
1.3 Privacy. Our collection, use and disclosure of personally identifiable information (“Personal Information”) will be governed by our Privacy Notice located at https://moselle.io/privacy-policy (“Privacy Notice”). By using the Solution, you consent to our collection, use, and disclosure of Personal Information as outlined in the Privacy Notice.
1.4 Availability. Moselle will use commercially reasonable efforts to make the Solution available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Moselle shall make best efforts to give prior electronic notice); or (b) any unavailability caused by circumstances beyond Moselle's reasonable control, including without limitation, circumstances described in Section 12.7 hereto. Moselle will provide the Solution in accordance with laws and government regulations applicable to the provision of the Solution to Users generally (i.e., without regard for any particular use of the Solution), and subject to use of the Solution in accordance with these Terms.
1.5 Use Guidelines. You shall not (and shall not permit any third party to): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Solution available to any third party; (ii) use the Solution to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Solution to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Solution or the data contained therein; (v) attempt to gain unauthorized access to the Solution or its related systems or networks; (vi) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Solution, except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (vii) circumvent any User limits or other timing or use restrictions that are built into the Solution; (viii) remove any proprietary notices, labels, marks, or other intellectual property from the Solution; (ix) access the Solution in order to (a) build a competitive product or service or (b) copy any ideas, features, functions or graphics of the Solution.
2. Registration and Onboarding.
2.1. Eligibility. By using the Solution and accepting these Terms, you represent and warrant that you are at least eighteen (18) years of age, and that you have not previously been suspended or removed from the Solution.
2.2 Registration. You must register an account for the Solution (“Account”) through the Website to use the Solution. You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”). You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. Accounts cannot be shared or used by more than one User. You shall be responsible for any use or misuse of the Solution performed through your Account (including by any third party). If you suspect the security of your Account has been compromised, please contact us immediately. In the event of a dispute regarding the rightful Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, Moselle reserves the right to temporarily disable an Account until a resolution has been made.
2.3 Authorized Users. Once Customer has onboarded onto the Solution, Customer may invite Authorized Users to access and use the Solution under Customer’s Subscription plan. Customer shall be bound by any changes made to their Subscription by Authorized Users, including but not limited fees incurred by the Authorized Users. The Customer is responsible for ensuring its Authorized Users enter into and comply with these Terms. The Customer will be directly responsible for any breaches of these Terms by its Authorized Users.
2.4 Audit Rights. We shall have the right to use the capabilities of the Solution to confirm compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.
3. Trials. In the event of a conflict between Section 3 and any other portion of these Terms, Section 3 shall control.
3.1 General. At Moselle’s discretion, Moselle may make some or all of the Solution available on a trial basis (“Trial”). Upon applicable registration, Moselle will make the applicable part of the Solution (“Trial Service”) available to the registering User (and their Authorized Users, as applicable) on a trial basis until the earlier of: (a) the end of the Trial period; (b) registering User paying fees to receive the part of the Solution covered by the Trial Service; or (c) termination by Moselle in its sole discretion. Additional Terms may be applicable to the Trial Service and will be made available at the time of registration (as applicable) and will be incorporated into these Terms by reference. Use of a Trial Service is subject to these Terms and may be provided to the registering User (and their Authorized Users, as applicable) up to certain limits.
3.2 Conversion to Paid Service. Unless the Customer cancels the Trial in advance, access to the applicable portion of the Solution will automatically convert to a paid Subscription at the end of the Trial period. To avoid incurring Fees, Customer must cancel their Trial no later than seven (7) days prior to the end of the Trial period. Customers may cancel their Trial Service via the Solution or by notifying Supplier in writing.
3.3 Loss of Features. At the end of a Trial period, any User Data, User Content, and Solution customizations may be permanently lost unless the registering User purchases a subscription to the same features of the Solution as the Trial Service or exports such data before the end of the Trial period.
3.4 Risk Allocation. Trial Services are provided “as-is” without any representation or warranty. Moselle shall have no indemnification obligations nor liability of any type with respect to any Trial Service unless such exclusion of liability is not enforceable under applicable law, in which case Moselle’s liability with respect to the Trial Services provided shall not exceed $100.00. Without limiting the foregoing, Moselle and its affiliates and licensors do not represent or warrant that use of a Trial Service will meet the User’s requirement or will be uninterrupted, timely, secure, or free from error.
3.5 User Liability. A User shall be fully liable to Moselle for any damages to Moselle arising out of the User’s use of a Trial Service during the Trial period, including without limitation, any breach by the User of these Terms during the Trial period.
4. Fees and Payment.
4.1. Fees. The applicable fees governing Customer’s (and their Authorized Users’) use of the Solution (“Fees”) shall be based on the tier selected by Customer at the time of Subscription purchase. The Customer may be required to pay recurring subscription Fees or to pay Fees as they are incurred depending on the Customer’s usage of the Solution. The Customer must make a Fee payment within ten (10) days of a missed Fee payment to continue accessing the Solution without interruption. All Fees are non-refundable.
4.2. Changes to Tier. If the Customer upgrades its Subscription tier, the new tier and associated Fees will take effect immediately, and the Customer will be charged pro-rated Fees reflecting the difference between the current and new tier’s Fees for the remainder of the Subscription’s billing cycle. If the Customer downgrades their Subscription tier, the downgrade will take effect at the start of the next Subscription billing cycle. The Customer acknowledges that downgrading may result in reduced features, capacity, or functionality of the Solution.
4.3. Billing. Fees will be billed pursuant to the Subscription billing cycle selected by Customer at the time of Subscription purchase. Billing of recurring Fees will be subject to automatic renewals, as set out in Section 5 below. A Customer may cancel their Term renewal per Section 5 below.
4.4. Processing. Fees may be invoiced and/or processed via a Third-Party Service. Unless otherwise set out in an invoice, invoiced Fees are due net thirty days from the invoice date. If a payment method is invalid or outdated or otherwise not able to be charged Fees on the billing date, we may re-process the Fee payment using the same payment method. If incurred and outstanding Fees are not paid for more than ten (10) days, in addition to other remedies, we may (i) suspend and/or terminate your access to the Solution without notice or liability to you or a third party, and/or (ii) change your billing requirements moving forward.
4.5. Overdue Payments. Any incurred and outstanding Fees may accrue, at Moselle’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
4.6. Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon Moselle’s net income) shall be assumed by and paid for by Customer, not Moselle.
4.7. Suspension of Solution. If Fees are ten (10) days or more overdue, in addition to any of its other rights or remedies, Moselle reserves the right to suspend access to the Solution, without liability to User or any third party, until all outstanding Fees are paid in full.
5. Term and Termination.
5.1. Term. These Terms shall be effective between Moselle and User as of the date of User’s acceptance of these Terms and will remain in effect for as long as the User is authorized to access and use the Solution under an active Subscription or Trial.
5.2. Renewals. On the date the initial Subscription term expires, the Subscription shall automatically renew for successive Subscription terms equal in duration to the initial Subscription term at Moselle’s then-current Fees. A Customer may terminate the automatic renewal of their Subscription at any time by providing Moselle with written notice at least thirty (30) days prior to the end of the current Subscription period.
5.3. Termination by Moselle. Moselle may terminate a Subscription for cause: (i) upon fifteen (15) days written notice to Customer of Customer’s (or its Authorized Users’) material breach of these Terms if such breach remains uncured at the expiration of such period, or (ii) immediately if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5.4. Termination by Customer. Customer may terminate their Subscription at any time by providing Moselle with written notice or through the cancellation functionality within the Solution. Upon early termination, Customer’s and their Authorized Users’ access to the Solution will continue until the end of the then-current Subscription period.
5.5. Suspension of Access. Notwithstanding anything in these Terms to the contrary, Moselle may, at its sole discretion, suspend your access to the Solution upon the occurrence of any of the following: (i) degradation or instability of any part of the Solution, in which case we will endeavor to provide electronic notice; (ii) if outstanding Fees are not paid for more than ten (10) days; (iii) an emergency, suspected fraud, or enforcement by external authorities or regulatory requirement, without notice or on provision of prior electronic notice where practicable; and (iv) failure to abide by these Terms. Moselle will have no responsibility or liability for any losses, lost profits, potential lost business opportunities or other damages that might arise in relation to Moselle’s suspension of access to the Solution.
5.6. Result of Termination. Upon termination by Customer, Customer and Authorized Users will continue to have access to the Solution until the end of the then-current Subscription period. Upon termination by Moselle, Customer and Authorized Users will no longer be able to access the Solution unless otherwise determined by Moselle in its sole discretion. Termination may result in the loss of features or capacity of your Account. Following termination, subject to any retention measures in the Privacy Notice, User Data may be deleted from Moselle’s systems. Upon termination, Customer remains liable for all Fees incurred and owing under these Terms, including any interest incurred. The following provisions shall survive termination: 1.5, 2-4, 5.6, 6, and 7-12.
6. Third Parties and Artificial Intelligence.
6.1. Third Party Interactions. While using the Solution, you may interact with, purchase from, or participate in promotions of third-party advertisers or sponsors. Any such activity, including related terms, conditions, or data exchanges, is solely between you and the applicable third party. Moselle does not endorse or control, and is not responsible for any third-party sites, products, services, content, or materials accessible via the Solution, and disclaims all liability arising from your interactions with such third parties.
6.2. Third-Party Services. Some aspects of the Solution may integrate with or rely on third-party platforms and services that are not owned or controlled by Moselle (“Third-Party Services”). Your use and/or enabling of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Service. If you choose to use or enable a Third-Party Service, you understand and acknowledge that the Solution may access User Data provided via the Third-Party Service and the Third-Party Service may access User Data and/or User Content as appropriate for the interoperation of the Third-Party Service with the Solution. Moselle does not guarantee the continued availability of any Third-Party Services and may cease providing or integrating with them at its discretion without liability to you or any third party.
6.3. Artificial Intelligence. Certain features or functionality of the Solution may integrate with or rely on artificial intelligence technologies and the underlying models that such technologies use to generate outputs (collectively, “AI Services”). Due to the nature of machine learning, outputs from AI Services (including, without limitation, User Content) may not be unique across Users. Moselle cannot guarantee the accuracy, completeness or suitability of any output from any AI Services, or that any such output will be accurate or applicable for your desired use. You are solely responsible for independently checking and verifying the accuracy, completeness or suitability of any output from any AI Services. You agree to exercise your own good judgement, including taking steps to ensure the accuracy of the outputs and taking steps to ensure there is sufficient human oversight.
7. Intellectual Property and Content Ownership.
7.1. Reservation of Rights. Moselle and its licensors own all right, title and interest, including all related intellectual property rights, in and to (i) the Solution (including, without limitation, Moselle’s underlying AI Services) and (ii) any content, information, or materials made available by Moselle to User via the Solution or Website, excluding User Content (“Moselle Content”), which are protected from unauthorized copying and dissemination by intellectual property laws. Moselle reserves all rights not expressly granted under these Terms. Nothing in these Terms gives you a right or license to use Moselle’s names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent, and all goodwill generated from the use of the foregoing will inure to our exclusive benefit. Except as expressly authorized by Moselle, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Moselle Content.
7.2. User Data and User Content. While using the Solution, Users can submit, share or otherwise make data or content available to Moselle via the Solution, either directly via the Solution or indirectly via a Third-Party Service (“User Data”). As between Moselle and User, User and its licensors retain all rights, title, and interest in and to User Data. User Data excludes any forecasting data or content that is generated or derived from analysis of User Data by the Solution, such as outputs generated by or for a User via AI Services (“User Content”). You (i) hereby grant Moselle and its agents a non-exclusive, royalty-free, worldwide, irrevocable, sublicensable, perpetual license to use, copy, modify, and distribute User Data as required for Moselle to provide and improve the Solution and to meet Moselle’s obligations under these Terms, and (ii) acknowledge that your User Content may also be used as set out in Section 7.2(i). The foregoing includes the right for Moselle to use User Data and User Content to create aggregated and anonymized statistics and analytics generated from use of the Solution that do not contain Personal Information (“Aggregated Statistics”). Moselle shall own all such improvements and Aggregated Statistics.
7.3. Use of User Content and Moselle Content. If any Moselle Content is embedded within User Content, subject to these Terms, Moselle grants you a non-transferable, non-exclusive, limited license to access and use any such embedded Moselle Content for your internal business purposes and solely in connection with your use of the User Content within which Moselle Content is embedded. Moselle Content is licensed to you and not sold.
7.4. User Data Responsibilities. By submitting, sharing, or otherwise making User Data available to Moselle via the Solution, you represent and warrant that you have all necessary rights to allow Moselle to use and process User Data as set out in these Terms, and that such use will not infringe the rights of any third party. For clarity, you are solely responsible for: (i) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Data; and (ii) obtaining all necessary consents, approvals, and third-party licenses, and providing all required notices in accordance with applicable laws to ensure User Data can be lawfully shared with and used by Moselle under these Terms. Moselle will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of User Data.
7.5. Personal Information. Certain Third-Party Service integrations, if enabled by you via the Solution, allow you to share User Data that may contain Personal Information. Enabling such Third-Party Services will require you to enter into Additional Terms governing Moselle’s processing of such Personal Information. Subject to the foregoing, you shall not share any Personal Information with Moselle, directly via the Solution or indirectly via a Third-Party Service, except for any Personal Information that is required by Moselle to give Customer and its Users access to the Solution, provide customer support, and enable billing of Fees.
7.6. Feedback. Moselle shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Solution and/or any other Moselle products or services any suggestions, enhancement requests, recommendations or other feedback provided to Moselle by you relating to the Solution.
7.7. Publicity. Moselle may use Customer's name and logo to identify Customer as a customer, including on the Website, in accordance with Customer’s standard guidelines governing use of its logos (if any are provided by Customer to Moselle). Moselle agrees to promptly stop using the Customer’s name and logo in any new marketing or publicity initiatives upon written request.
8. Confidentiality.
8.1. Definition. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. User Data and/or User Content in anonymized and aggregated form and Aggregated Statistics shall not constitute Customer’s Confidential Information.
8.2. Protection. The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party other than its affiliates, employees, contractors, or advisors who are bound by confidentiality obligations no less protective than those set out in these Terms. The Receiving Party shall remain responsible for compliance with this “Confidentiality” section by such third parties. Each Disclosing Party retains any of its rights in and to its respective Confidential Information.
8.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure.
8.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
9. Disclaimers and Warranties.
9.1. Warranties. Each party represents and warrants that: (i) it will perform its respective obligations under these Terms in accordance with all applicable laws; (ii) it has the legal right and authority to enter into these Terms; and (iii) these Terms form a binding legal obligation on behalf of such party. Moselle represents and warrants that during the term of User’s authorized access and use of the Solution, it will provide the Solution in a manner consistent with general industry standards reasonably applicable to the provision thereof.
9.2. Disclaimer. MOSELLE DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOLUTION. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SOLUTION (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY MOSELLE TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOSELLE HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, MOSELLE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE SOLUTION (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON FOR ANY PURPOSE WHATSOEVER.
10. Indemnification. User shall defend, indemnify and hold Moselle and its subsidiaries, affiliates, officers, agents, and employees (“Indemnified Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Moselle or any related party may sustain as a result of any acts, errors or omissions relating to User’s (and in the case of Customer, its Authorized Users’): (i) breach of these Terms or any applicable Additional Terms; (ii) negligence or willful misconduct; (iii) violation of any third party’s rights, including, but not limited to, any right of privacy or intellectual property; or (vi) claims arising in connection with User Data or User Content (each a “Claim”). As condition for such indemnity, Moselle shall: (a) promptly gives written notice of each Claim to User; (b) give User sole control of the defense and settlement of each Claim (provided that User may not settle or defend any Claim unless it unconditionally releases Indemnified Parties of all liability); and (c) provides to User, at User’s cost, all reasonable assistance in respect to each Claim. This provision does not require User to indemnify Moselle for Moselle’s fraud, gross negligence, or willful misconduct. The User acknowledges that for the purpose of Section 10, Moselle is acting as agent and trustee of Indemnified Parties.
11. Limitation of Liability.
11.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER MOSELLE OR A USER HAVE LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SOLUTION, USE OR INABILITY TO USE THE SOLUTION, FAILURE OF THE SOLUTION TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2. Limitation of Liability. AS BETWEEN MOSELLE AND A USER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARRISING OUT OF OR RELATING TO THESE TERMS SHALL IN NO EVENT EXCEED THE GREATER OF (I) FEES PAID BY THE USER TO MOSELLE DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; OR (II) CAD $100. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER.
11.3. Certain Damages Not Excluded. NOTWITHSTANDING SECTIONS 11.1 AND 11.2, NO LIMITATION OF LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO: (I) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF MOSELLE’S INTELLECTUAL PROPERTY RIGHTS; (II) ANY CLAIMS FOR NON-PAYMENT OF FEES; OR (III) ANY INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.
12. General
12.1. Relationship of the Parties. The parties are independent contractors. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.
12.2. No Third-Party Beneficiaries. Except as expressly provided in these Terms in Section 10, there are no third-party beneficiaries to these Terms.
12.3. Governing Law and Jurisdiction. Any claim relating to the Solution or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Solution or these Terms will be brought in, and you hereby consent to, the exclusive jurisdiction and venue in, the competent courts of Toronto, Ontario, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
12.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Moselle may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.5. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
12.6. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
12.7. Force Majeure. Neither party shall be responsible for its failure to perform its non-monetary obligations under these Terms to the extent caused by unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
12.8. Entire Agreement. These Terms, including any applicable Additional Terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a User’s purchase order or in any other order documentation shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void. In case of conflict between these Terms and any agreement governing sharing and use of Confidential Information between the parties, these Terms shall govern.
12.9. Notices. Unless otherwise stated in these Terms, Moselle may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; (ii) by electronic mail to your e-mail address in your Registration Data, effective the following business day; or (iii) by mail to the address in your Registration Data, the second business day after mailing. You may give notice to Moselle by e-mail to [email protected], with such notice to be deemed given the following business day after sending the e-mail. All notices shall be in writing.